J.P. Prince had 20 points and Scotty Hopson added 15 and No. 19 Tennessee withstood a late rally to upset No. 2 Kentucky 74-65 Saturday, handing the Wildcats just their second loss of the season.

It was the second major upset of a highly rated program this year for the Volunteers (21-7, 9-5 Southeastern Conference), who also knocked off top-ranked Kansas last month.

The Wildcats (27-2, 12-2) had trailed by 19 early in the first half but managed to tie the game at 65 with just over two minutes left before Prince and Hopson scored the final nine points to clinch the victory.

Prince got the go-ahead basket on a reverse layup with 90 seconds remaining. He was fouled on the play too, missing that free throw but making four others down the stretch. A 3-pointer by Hopson — his only one in six attempts — also gave the Vols some cushion.

Kentucky, however, couldn't have been much colder from long range, connecting on just two of 22 attempts, contributing to season-worst 35 percent field goal shooting.

The Wildcats got their usual solid games from freshman superstars John Wall and DeMarcus Cousins, but it wasn't enough.

Wall had 19 points, while Cousins added 15 points and 14 rebounds. Six of those points came on successive trips down the court as he made two free throws, then scored on two straight fastbreak dunks, both off passes from Wall. That tied the game at 65 before the Vols pulled away at the end.

Tennessee missed its first six shots and was down 4-0 early, but the Vols got back-to-back 3-pointers from Prince and Bobby Maze, igniting an 18-0 run.

Eight different Tennessee players scored during the streak, including Skylar McBee on a closely-guarded 3.

Kentucky went more than five minutes without a point before Wall added two free throws to make it 18-6. The Wildcats connected on just two of 14 early shots from the floor — both by Cousins, who opened the game by dunking an alley-oop pass from Darius Miller, then grabbed an offensive rebound and heaved the follow through the net.

After a jumper by Cameron Tatum gave Tennessee its biggest lead at 54-35, the Wildcats scored the next 11 points to cut it to single digits.

Wall got five of them on acrobatic layups on consecutive trips down the floor. The first was particularly impressive, as he was about to hit the deck after drawing a foul when he flipped the ball through the hoop using just his outstretched palm. He added the free throw to make it a three-point play.

The Wildcats, whose only other loss came last month against South Carolina, have outperformed last year's NIT team in virtually every way except one. That team knocked off Tennessee in Knoxville, behind Jodie Meeks' UK-record 54 points.

Kentucky beat Tennessee in its previous matchup in Lexington, when center Wayne Chism didn't start due to injury. Chism, who also was slammed to the ground in the team's last game against Florida, was relatively ineffective in this one, scoring just eight points and missing all seven 3-point attempts.

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